Exhibit (a)(1)(iv)
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Satsuma Pharmaceuticals, Inc.
at
$0.91 per share, net in cash, plus one non-transferable contractual contingent value right
per share, which represents the right to receive one or more payments in cash,
contingent upon the achievement of certain net proceed thresholds,
pursuant to the Offer to Purchase, dated May 5, 2023,
by
SNBL23 Merger Sub, Inc.
a wholly owned subsidiary of
SHIN NIPPON BIOMEDICAL LABORATORIES, LTD.
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT MIDNIGHT, EASTERN TIME,
AT THE END OF THE DAY ON MONDAY, JUNE 5, 2023, UNLESS THE OFFER IS EXTENDED OR
EARLIER TERMINATED.
May 5, 2023
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been engaged by SNBL23 Merger Sub, Inc. (“Purchaser”), a Delaware corporation and a wholly-owned subsidiary of SHIN NIPPON BIOMEDICAL LABORATORIES, LTD., a Japanese corporation (“Parent” and, together with Purchaser, the “Purchaser Parties”), to act as Information Agent in connection with Purchaser’s offer to purchase all of the outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of Satsuma Pharmaceuticals, Inc., a Delaware corporation (“Satsuma”), in exchange for (i) $0.91 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes and (ii) one non-transferable contractual contingent value right per Share, upon the terms and subject to the conditions set forth in the offer to purchase dated May 5, 2023 (as it may be subsequently amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any other related materials, as each may be amended or supplemented from time to time, collectively constitute the “Offer”) enclosed herewith. Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee.
YOUR PROMPT ACTION IS REQUIRED. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
The Satsuma Board recommends that its stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer.
The Offer is not subject to any financing condition. The Offer is conditioned upon, among other things, (i) the valid tender of a number of Shares that, upon the consummation of the Offer, together with the Shares then owned directly or indirectly by the Purchaser Parties (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been “received,” by the Depositary pursuant to such procedures), would represent at least a majority of the aggregate number of shares of Satsuma’s capital stock outstanding immediately after the consummation of the Offer, (ii) that no governmental entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law or judgment (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the Offer or the Merger and (iii) Satsuma having net cash (as calculated in accordance with the terms of the Merger Agreement) not less than $26,289,999.